EXHIBIT 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
March 23, 2004
Ramco-Gershenson Properties Trust
Suite 200
27600 Northwestern Highway
Southfield, Michigan 48034
Re: Ramco-Gershenson Properties Trust, a Maryland real estate investment
trust (the "Company") -- Registration Statement on Form S-3 pertaining
to $350,000,000 maximum aggregate initial offering price of (i) common
shares of beneficial interest of the Company, par value $.01 per share
("Common Shares"); (ii) preferred shares of beneficial interest of the
Company, par value $.01 per share ("Preferred Shares"); and (iii)
warrants to purchase Common Shares or Preferred Shares ("Warrants")
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Ladies and Gentlemen:
We have acted as special Maryland counsel to the Company in
connection with the registration of the Common Shares, the Preferred Shares and
the Warrants (collectively, the "Securities") under the Securities Act of 1933,
as amended (the "Act"), by the Company pursuant to a Registration Statement on
Form S-3 filed or to be filed with the Securities and Exchange Commission (the
"Commission") on or about March 23, 2004 (the "Registration Statement"). You
have requested our opinion with respect to the matters set forth below.
In our capacity as special Maryland counsel to the Company and for the
purposes of this opinion, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the following documents
(collectively, the "Documents"):
(i) the declaration of trust of the Company (the "Declaration of
Trust") represented by Articles of Amendment and Restatement
filed with the State Department of Assessments and Taxation
of Maryland (the "Department") on October 2, 1997, Articles
Supplementary filed with the Department on October 2, 1997
and Articles of Merger filed with the Department on December
18, 1997 and December 31, 1997, a Certificate of Correction
filed with the Department on April 23, 2002 and Articles
Supplementary filed with the Department on November 8, 2002;
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Ramco-Gershenson Properties Trust
March 23, 2004
Page 2
(ii) the Bylaws of the Company, adopted as of October 2, 1997
(the "Bylaws");
(iii) the Written Consent of Trustees in Lieu of Organization
Meeting, dated as of October 2, 1997 (the "Organizational
Resolutions");
(iv) resolutions adopted by the Board of Trustees of the Company
(the "Board of Trustees") as of March 19, 2004 (the
"Trustees' Resolutions");
(v) the Registration Statement and the related form of
prospectus included therein in substantially the form filed
or to be filed with the Commission pursuant to the Act;
(vi) a certificate of Dennis E. Gershenson, President and Chief
Executive Officer of the Company and Richard D. Gershenson,
Executive Vice President and Secretary of the Company, dated
as of the date hereof (the "Officers' Certificate"), to the
effect that, among other things, the Declaration of Trust,
the Bylaws, the Organizational Resolutions and the Trustees'
Resolutions are true, correct and complete, have not been
rescinded or modified and are in full force and effect on
the date of the Officers' Certificate;
(vii) a status certificate of the Department, dated as of March
22, 2004, to the effect that the Company is duly formed and
existing under the laws of the State of Maryland and is duly
authorized to transact business in the State of Maryland;
and
(viii) such other laws, records, documents, certificates, opinions
and instruments as we have deemed necessary to render this
opinion, subject to the limitations, assumptions and
qualifications noted below.
In reaching the opinion set forth below, we have assumed the
following:
(a) each person executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so;
(b) each natural person executing any of the Documents is
legally competent to do so;
(c) any of the Documents submitted to us as originals are
authentic; the form and content of any Documents submitted
to us as unexecuted drafts do not
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Ramco-Gershenson Properties Trust
March 23, 2004
Page 3
differ in any respect relevant to this opinion from the form
and content of such documents as executed and delivered; any
of the Documents submitted to us as certified or photostatic
copies conform to the original documents; all signatures on
all of the Documents are genuine; all public records
reviewed or relied upon by us or on our behalf are true and
complete; all statements and information contained in the
Documents are true and complete; there has been no
modification of, or amendment to, any of the Documents, and
there has been no waiver of any provision of any of the
Documents by action or omission of the parties or otherwise;
(d) the resolutions to be adopted subsequent to the date hereof,
and the actions to be taken by the Board of Trustees
subsequent to the date hereof including, but not limited to,
the adoption of all resolutions and the taking of all action
necessary to authorize the issuance and sale of the
Securities in accordance with the procedures set forth in
Paragraphs 1, 2, and 3 below, will occur at duly called
meetings at which a quorum of the incumbent trustees of the
Company is present and acting throughout, or by unanimous
written consent of all incumbent trustees, all in accordance
with the Declaration of Trust and the Bylaws of the Company
and applicable law;
(e) the number of Preferred Shares and the number of Common
Shares to be offered and sold subsequent to the date hereof
as Securities under the Registration Statement, together
with the number of Preferred Shares and the number of Common
Shares issuable upon the conversion or exchange of any
Securities or the exercise of the Warrants offered and sold
subsequent to the date hereof, will not, in the aggregate,
exceed the number of Preferred Shares, and the number of
Common Shares, respectively, authorized in the Declaration
of Trust of the Company, less the number of Preferred Shares
and the number of Common Shares, respectively, authorized
and reserved for issuance and/or issued and outstanding on
the date subsequent to the date hereof on which the
Securities are authorized, the date subsequent to the date
hereof on which the Securities are issued and delivered, the
date subsequent to the date hereof on which the Warrants are
exercised and the date subsequent to the date hereof on
which the Preferred Shares and the Common Shares,
respectively, are issued pursuant to the conversion or
exchange of any Securities or the exercise of Warrants;
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Ramco-Gershenson Properties Trust
March 23, 2004
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(f) none of the terms of any of the Securities or any agreements
related thereto to be established subsequent to the date
hereof, nor the issuance or delivery of any such Securities
containing such terms established subsequent to the date
hereof, nor the compliance by the Company with the terms of
any such Securities or agreements established subsequent to
the date hereof will violate any applicable law or will
conflict with, or result in a breach or violation of, the
Declaration of Trust or Bylaws of the Company, or any
instrument or agreement to which the Company is a party or
by which the Company is bound or any order or decree of any
court, administrative or governmental body having
jurisdiction over the Company;
(g) the form of certificate or other instrument or document
representing the Securities approved subsequent to the date
hereof will conform in all respects to the requirements
applicable under Maryland law;
(h) none of the Securities to be offered and sold subsequent to
the date hereof, and none of the Preferred Shares or Common
Shares issuable upon the conversion or exchange of any such
Securities, will be issued or transferred in violation of
the provisions of Article VII of the Declaration of Trust
relating to restrictions on ownership and transfer of shares
of beneficial interest; and
(i) none of the Securities to be offered and sold subsequent to
the date hereof, and none of the Preferred Shares or Common
Shares issuable upon the conversion or exchange of any such
Securities will be issued and sold to an Interested
Stockholder of the Company or an Affiliate thereof, all as
defined in Subtitle 6 of Title 3 of the Maryland General
Corporation Law (the "MGCL"), in violation of Section 3-602
of the MGCL.
Based on the foregoing, and subject to the assumptions and
qualifications set forth herein, it is our opinion that, as of the date of this
letter:
1) Upon due authorization by the Board of Trustees of a
designated number of Common Shares for issuance at a minimum
price or value of consideration to be set by the Board of
Trustees, all necessary real estate investment trust action
on the part of the Company will have been taken to authorize
the issuance and sale of such Common Shares, and when such
Common Shares are issued and delivered against payment of
the
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Ramco-Gershenson Properties Trust
March 23, 2004
Page 5
consideration therefor as set by the Board of Trustees, such
Common Shares will be validly issued, fully paid and
nonassessable.
2) Upon: (a) designation by the Board of Trustees of one or
more series of Preferred Shares to distinguish each such
series from any other series of Preferred Shares issued and
outstanding or classified but not yet issued; (b) setting by
the Board of Trustees of the number of Preferred Shares to
be included in each such series; (c) establishment by the
Board of Trustees of the preferences, conversion and other
rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of
redemption of each such series of Preferred Shares; (d)
filing by the Company with the Department of articles
supplementary setting forth a description of each such
series of Preferred Shares, including the preferences,
conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and
conditions of redemption as set by the Board of Trustees and
a statement that such series of the Preferred Shares has
been classified by the Board of Trustees under the authority
contained in the Declaration of Trust, and the acceptance
for record by the Department of such articles supplementary;
(e) due authorization by the Board of Trustees of a
designated number of shares of such series of Preferred
Shares for issuance at a minimum price or value of
consideration to be set by the Board of Trustees; and (f)
reservation and due authorization by the Board of Trustees
of any shares of any other series of Preferred Shares and/or
any Common Shares issuable upon conversion of such series of
Preferred Shares in accordance with the procedures set forth
in this Paragraph 2 and Paragraph 1 above, all necessary
real estate investment trust action on the part of the
Company will have been taken to authorize the issuance and
sale of shares of such series of Preferred Shares and when
such shares of such series of Preferred Shares are issued
and delivered against payment of the consideration therefor
as set by the Board of Trustees, such shares of such series
of Preferred Shares will be validly issued, fully paid and
nonassessable.
3) Upon: (a) designation and titling by the Board of Trustees
of the Warrants; (b) due authorization by the Board of
Trustees of the execution and delivery by the Company of a
warrant agreement relating to the Warrants; (c) setting by
the Board of Trustees of the number of Warrants to be
issued; (d) establishment by the Board of Trustees of the
terms, conditions and provisions of the Warrants; (e) due
authorization by the Board of Trustees of the Warrants for
issuance at a minimum price or
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Ramco-Gershenson Properties Trust
March 23, 2004
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value of consideration to be set by the Board of Trustees;
and (f) reservation and due authorization by the Board of
Trustees of the Common Shares and the Preferred Shares of
the Company issuable upon exercise of such Warrants in
accordance with the procedures set forth in Paragraphs 1 and
2 above, at a minimum price or value of consideration to be
set by the Board of Trustees, all necessary real estate
investment trust action on the part of the Company will have
been taken to authorize the issuance and sale of the
Warrants.
The foregoing opinion is limited to the substantive laws of the State
of Maryland, and we do not express any opinion herein concerning any other law.
We express no opinion as to the applicability or effect of any federal or state
securities laws, including the securities laws of the State of Maryland, or as
to federal or state laws regarding fraudulent transfers. To the extent that any
matter as to which our opinion is expressed herein would be governed by any
jurisdiction other than the State of Maryland, we do not express any opinion on
such matter.
This opinion letter is issued as of the date hereof and is necessarily
limited to laws now in effect and facts and circumstances presently existing and
brought to our attention. We assume no obligation to supplement this opinion
letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the
future and may change the opinions expressed herein after the date hereof.
We consent to your filing this opinion as an exhibit to the
Registration Statement and further consent to the filing of this opinion as an
exhibit to the applications to securities commissioners for the various states
of the United States for registration of the Securities. We also consent to the
identification of our firm as Maryland counsel to the Company in the section of
the Registration Statement entitled "Legal Matters." In giving this consent, we
do not admit that we are within the category of persons whose consent is
required by Section 7 of the Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP